Deferred Purchase Price Obligations definition

Deferred Purchase Price Obligations means any and all obligations of the Company incurred as permitted under the Notes for amounts deferred, financed or withheld in respect of the purchase price for any Diabetes Business Acquisition, including Indebtedness which consists of purchase money financing by the seller and amounts withheld or escrowed as potential set-offs against customer terminations, purchase price adjustments or otherwise.

Deferred Purchase Price Obligations means contractually committed payments in respect of deferred consideration, including, without limitation, in the form of seller financing, royalty payments, earn-outs or similar obligations, but specifically excluding any deferred compensation or other obligations paid to individual employees or consultants of the Person being acquired and not paid to all equity holders of such Person in their capacity as such.

Deferred Purchase Price Obligations means, as applied to any Person, all monetary obligations to make scheduled payments in excess of $10,000,000 with respect to the deferred purchase price of Property or services (other than trade accounts payable in the Ordinary Course of Business).

Examples of Deferred Purchase Price Obligations in a sentence

• Any Deferred Purchase Price Obligations shall comply with the terms of Section 8.1.(g) hereof.

• Debtor agrees to promptly pay and perform all ----------------------- obligations when due in respect of the Deferred Purchase Price Obligations pursuant to the Assignment and Assumption Agreement and in accordance with the terms and conditions of this Agreement, the AASI Secured Notes and the other Assignment Agreements.

• The Deferred Purchase Price Obligation's carrying value is its fair value because carrying value represents the present value of the payment expected to be made in 2020.

• If any provision of this Agreement is held to be ------------------ invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and Deferred Purchase Price Obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

• The foregoing indemnity shall survive the payment of the Deferred Purchase Price Obligations and the termination or non-renewal of this Agreement.

More Definitions of Deferred Purchase Price Obligations

Deferred Purchase Price Obligations means any and all obligations of any Credit Party other than Borrower or a Subsidiary of Borrower incurred as permitted under Section 8.1.(g) hereof for amounts deferred or withheld in respect of the purchase price for any Acquisition, including amounts withheld as potential set-offs against Customer Contract terminations, purchase price adjustments or otherwise.

Deferred Purchase Price Obligations means all obligations, ----------------------------------- liabilities and indebtedness of every kind, nature and description owing by Debtor to Secured Party or its affiliates, including, without limitation, principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under, evidenced by or related to any of the AASI Secured Notes, this Agreement, the Assignment Agreements or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of this Agreement or after the commencement of any case with respect to Debtor under the Bankruptcy Code or any similar statute (including, without limitation, the payment of interest and other amounts which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Secured Party.

Deferred Purchase Price Obligations means: (a) any amount which is owed by a Restricted Party to any Person (or any Affiliate of or successor to such Person) which is, in substance, an amount owing on account of the unpaid portion of the purchase price for (i) Capital Stock of a Restricted Party or an Unrestricted Party, or (ii) assets comprising the business, or a portion thereof, of a Restricted Party or an Unrestricted Party which, in either case, was acquired from such Person or an Affiliate of such Person by a Restricted Party including, without limitation, those obligations and liabilities described in Part 1 of Schedule P; and (b) all Earnout Amounts including, without limitation, those obligations and liabilities described in Part 2 of Schedule P.

Deferred Purchase Price Obligations shall have the meaning given to such term in the AASI Collateral Assignment of Secured Debt.

Deferred Purchase Price Obligations means the contingent payment obligations of certain of the Sellers pursuant to the Deferred Purchase Price Agreements in the amounts determined in accordance with Schedule S-7.

Deferred Purchase Price Obligations means certain secured deferred purchase price obligations entered into by the Borrower prior to the Initial Borrowing Date.

Deferred Purchase Price Obligations means any and all obligations of Borrower incurred as permitted under this Agreement for amounts deferred, financed or withheld in respect of the purchase price for any Diabetes Business Acquisition, including Indebtedness which consists of purchase money financing by the seller and amounts withheld or escrowed as potential set-offs against customer terminations, purchase price adjustments or otherwise.